Registration of Securities of a Successor Issuer — Form 8-B
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-B12G Rvm Industries 8-B12G 6 20K
2: EX-2 Plan of Acquisition, Reorganization, Arrangement, 9 32K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws 5 15K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws 12 41K
5: EX-5 Opinion re: Legality 1 7K
6: EX-21 Subsidiaries of the Registrant 1 4K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-B
FOR REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RVM INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE [APPLIED FOR]
(State of incorporation or organization) (I.R.S. Employer Identification Number)
P.O. BOX 10002, 861 EAST TALLMADGE, AKRON, OHIO 44310-0002
(Address of Principal executive office) (Zip Code)
Registrant's telephone number, including area code: (330) 630-4528
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01
ITEM 1. GENERAL INFORMATION
(a) Registrant was organized as a corporation under the laws of the State
of Delaware on March 31, 1997.
(b) Registrant's fiscal year ends on March 31.
ITEM 2. TRANSACTION OF SUCCESSION
(a) Registrant is the successor to Ravens Metal Products, Inc., a
corporation organized under the laws of the State of Delaware (the
"Predecessor"), which, until completion of the transaction described in
Item 2(b), below, had its Common Stock, par value $.01 per share,
registered pursuant to Section 12(g) of the Securities Exchange Act of
1934 (the "Exchange Act").
(b) Predecessor has reorganized its operations into a holding company
structure pursuant to Section 251(g) of the Delaware General
Corporation Law (the "Reorganization"). The Reorganization complied in
all respects with the requirements of Section 251(g). Under the
Reorganization, Predecessor became a wholly-owned subsidiary of
Registrant. To effect the Reorganization, Predecessor first caused
Registrant to be incorporated as a wholly-owned Delaware subsidiary of
Predecessor and then Ravens, Inc. ("Ravens") to be incorporated as a
wholly-owned Delaware subsidiary of Registrant.
Pursuant to that certain Agreement and Plan of Reorganization dated
March 24, 1997, among Predecessor, Registrant and Ravens (the
"Agreement"), Predecessor merged with Ravens (the "Merger");
Predecessor was the surviving corporation in the Merger, but adopted
the name Ravens, Inc. At the effective time of the Merger:
(i) Each share of Common Stock of Predecessor (the "Predecessor
Common Stock") issued and outstanding immediately prior to the
Merger was converted into one share of Common Stock of
Registrant (the "Registrant Common Stock"), having the same
designations, rights, powers and preferences, and
qualifications, limitations and restrictions thereof, as the
shares of Predecessor Common Stock so converted.
(ii) Each share of Predecessor Common Stock or preferred stock
issued but held by Predecessor in its treasury immediately
prior to the Merger was contributed to the capital of
Registrant and converted into one share of Registrant Common
Stock or preferred stock, respectively, and is held in
Registrant's treasury.
(iii) Each share of the capital stock of Registrant held by
Predecessor immediately prior to the Merger was
contributed by Predecessor to Registrant, where it is
held as treasury stock.
The Reorganization was effected by action of the Board of Directors of
each constituent corporation (Predecessor, Registrant and Ravens),
without a vote of shareholders of any of the corporations, as permitted
by Section 251(g) of the Delaware General Corporation Law and the
corporate governance documents of each constituent corporation.
Approval of the shareholders of none of the corporations was either
required or sought. In a reorganization pursuant to Section 251(g),
dissenters' rights of appraisal are not available to any shareholder of
any of these three constituent corporations.
The provisions of the Certificate of Incorporation of Registrant,
including those relating to its authorized capital stock and the
designations, rights, powers, preferences, qualifications, limitations
and restrictions of such capital stock, are identical to those of the
Restated Certificate of Incorporation of Predecessor immediately prior
to the Merger. As a result of the Reorganization, Predecessor's
shareholders received securities of the same class evidencing the same
proportional interests in Registrant, as those previously held by them
in Predecessor. The provisions of the By-Laws of Registrant are
identical to the provisions of the Amended By-Laws of Predecessor in
effect immediately prior to the Merger.
In accordance with Section 251(g) of the Delaware General Corporation
Law, certain changes were effected to the Certificate of Incorporation
of Predecessor, as the surviving corporation in the Merger, to ensure,
among other things, that no action requiring a vote of shareholders of
Predecessor (as the surviving corporation) can be taken without a
corresponding vote of the shareholders of Registrant.
The Board of Directors of Registrant and Predecessor (as the surviving
corporation) are identical to the Board of Directors of Predecessor as
constituted at the time of the Merger. Management of Registrant and
Predecessor (both immediately prior to the Merger and as the surviving
corporation) are substantially identical, except that, while Lowell
Morgan will continue as President of Predecessor (as the surviving
corporation), Richard D. Pollock will serve as President of Registrant.
The capital structure and balance sheet of Registrant immediately after
the Reorganization were substantially the same as those of Predecessor
immediately prior thereto.
The Merger qualifies as a reorganization under Section 368(a) of the
Internal Revenue Code of 1986, as amended, and, as a result thereof,
the shareholders of Predecessor will not recognize gain or loss for
United States federal income tax purposes.
ITEM 3. SECURITIES TO BE REGISTERED
The Common Stock, par value $.01 per share, of the Registrant is being
registered pursuant hereto (the "Common Stock"). The Registrant's Certificate of
Incorporation authorizes the issuance of 3,000,000 shares of Common Stock, of
which 1,934,255 shares are issued and outstanding and none of which are held in
the Registrant's treasury or otherwise for the account of the Registrant.
ITEM 4. DESCRIPTION OF CAPITAL STOCK
The information required by this item is incorporated by reference to
Predecessor's registration statement on Form 10 filed with the Securities and
Exchange Commission on September 13, 1965, to register its common stock under
Section 12(g) of the Securities Exchange Act of 1934. That filing references
Predecessor's Class A Common Stock and Class B Common Stock; subsequently,
Predecessor amended its Certificate of Incorporation to eliminate the Class B
Common Stock and rename the Class A Common Stock as Common Stock. The
description of Predecessor's Common Stock, as set forth in that filing, is
comparable to the description of the Common Stock of Registrant, RVM Industries,
Inc., successor to Predecessor as a result of the holding company reorganization
under Section 251(g) of the Delaware General Corporation Law, which was
completed on March 31, 1997.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
None are required, since the capital structure and balance sheet of
Registrant immediately after the Reorganization were substantially the
same as those of Predecessor immediately prior thereto.
(b) Exhibits
2 Agreement and Plan of Reorganization among Ravens Metal
Products, Inc., RVM Industries, Inc. and Ravens, Inc.
3.1 Certificate of Incorporation of Registrant
3.2 By-Laws of Registrant
5 Opinion of Brouse & McDowell, a Legal Professional Association
as to the legality of the shares to be registered
21 Subsidiaries of Registrant
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
RVM Industries, Inc.
By /s/ Jacob Pollock
------------------------------------
Chairman and Chief Executive Officer
Date: March 31, 1997
RAVENS METAL PRODUCTS, INC.
FORM 8-B REGISTRATION STATEMENT
INDEX OF EXHIBITS
2 Agreement and Plan of Reorganization among
Ravens Metal Products, Inc., RVM Industries, Inc.
and Ravens, Inc.
3.1 Certificate of Incorporation of Registrant
3.2 By-Laws of Registrant
5 Opinion of Brouse & McDowell, a Legal Professional
Association as to the legality of the shares to be registered
21 Subsidiaries of Registrant
Dates Referenced Herein and Documents Incorporated by Reference
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